Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.2
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

11. Stockholders’ Equity

 

Twin Vee

 

Common Stock Warrants

 

As of June 30, 2025, the Company had outstanding warrants to purchase an aggregate of 56,237 shares of common stock:

 

  ● warrants to purchase 15,000 shares of common stock at an exercise price of $75.00 per share that were issued to the representative of the underwriters on July 23, 2021, in connection with the Company’s IPO. The representative’s warrants are exercisable at any time and from time to time, in whole or in part, and expire on July 20, 2026.

 

  ● warrants to purchase 14,375 shares of common stock at an exercise price of $34.38 were issued to the representative of the underwriters on October 3, 2022, in connection with an underwritten public offering. These representative’s warrants are exercisable at any time and from time to time, in whole or in part, and expire on September 28, 2027.

 

  ● warrants to purchase 10,550 shares of common stock at an exercise price of $102.20. These warrants were assumed by the Company on November 26, 2024 in connection with the Merger and were converted into a warrant to purchase the number of shares of Company common stock that the holder would have received if such holder had exercised such warrant to purchase shares of Forza common stock prior to the Merger. These representative’s warrants were originally issued in connection with Forza X1, Inc.’s initial public offering that closed on August 16, 2022, and are exercisable at any time and from time to time, in whole or in part, and expire on August 11, 2027.

 

  ● warrants to purchase 16,312 shares of common stock at an exercise price of $30.70. These warrants were assumed by the Company on November 26, 2024 in connection with the Merger and were converted into a warrant to purchase the number of shares of Company common stock that the holder would have received if such holder had exercised such warrant to purchase shares of Forza common stock prior to the Merger These representative’s warrants were originally issued in connection with Forza X1, Inc.’s public offering that closed on June 14, 2023, and are exercisable at any time and from time to time, in whole or in part, and expire on June 12, 2028.

 

There was no warrant activity during the three or six months ended June 30, 2025.

  

Equity Compensation Plan

 

The Company maintains an equity compensation plan (the “Plan”) under which it may award employees, directors and consultants’ incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the Plan. As of June 30, 2025, there were 156,592 shares remaining available for grant under this Plan.

 

Accounting for Stock -Based Compensation

 

Stock Compensation Expense

 

For the three months ended June 30, 2025 and 2024, the Company recorded $59,628 and $317,744, respectively, of stock-based compensation expense. For the six months ended June 30, 2025 and 2024, the Company recorded $115,596 and $744,027, respectively, of stock-based compensation expense Stock-based compensation expense is included in salaries and wages on the accompanying condensed consolidated statement of operations.

 

Stock Options

 

Under the Company’s 2021 Stock Incentive Plan (the Twin Vee Plan) the Company has issued stock options. A stock option grant gives the holder the right, but not the obligation, to purchase a certain number of shares at a predetermined price for a specific period of time. The Company typically issues options that vest pro rata on a monthly basis over various periods. Under the terms of the Twin Vee Plan, the contractual life of the option grants may not exceed ten years.

 

The Company utilizes the Black-Scholes model to determine fair value of stock option awards on the date of grant. The Company utilized the following assumptions for option grants during the six months ended June 30, 2025 and 2024:

 

       
    Six months ended   Six months ended
    June 30,   June 30,
    2025   2024
Expected term      5.7 years       5.8 years  
Expected average volatility     48.4 %     83.3 %
Expected dividend yield     —       —  
Risk-free interest rate     4.13 %     4.3 %

 

The expected volatility of the option is determined using historical volatilities based on historical stock price of comparable boat manufacturing companies. The Company estimated the expected life of the options granted based upon historical weighted average of comparable boat manufacturing companies. The risk-free interest rate is determined using the St. Louis Federal Reserve yield curve rates with a remaining term equal to the expected life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0%

 

                                 
    Options Outstanding   Weighted    
    Number of   Weighted Average   Average Remaining life   Fair value of
    Options   Exercise Price   (years)   option
                 
Outstanding, January 1, 2025       213,904     $ 29.30       5.04       1,708,693  
Granted       72,000       2.71       —       98,371  
Exercised       —       —       —          
Expired       (3,327 )     (23.65 )     —       (34,761 )
Forfeited/canceled       —       —       —       —  
Outstanding, June 30, 2025       282,577     $ 22.59       7.94       1,772,303  
                                   
Exercisable options, June 30, 2025       147,486     $ 38.07       7.23       1,484,884  

 

    Options Outstanding   Weighted    
    Number of
Options		   Weighted Average
Exercise Price		   Average Remaining life
(years)		   Grant Date Fair
value of option
                 
Outstanding, January 1, 2024       127,093     $ 39.85       8.04       2,213,178  
Granted       69,999       6.40       —       227,497  
Exercised       —       —       —       —  
Expired       (26,391 )     (39.13 )     —       (458,085 )
Forfeited/canceled       (11,224 )     (12.48 )     —       (140,051 )
Outstanding, June 30, 2024       159,477     $ 26.04       8.21       1,842,539  
                                   
Exercisable options, June 30, 2024       74,004     $ 45.15       6.59          

 

At June 30, 2025, 135,091 Twin Vee options are unvested and expected to vest over the next four years.

Restricted Stock Units

 

Under the Company’s 2021 Stock Incentive Plan the Company has issued restricted stock units (“RSUs”). RSUs are granted with fair value equal to the closing market price of the Company’s common stock on the business day of the grant date. An award may vest completely at a point in time (cliff-vest) or in increments over time (graded-vest). Generally, RSUs vest over three years. There were 4,325 RSUs exercisable on June 30, 2025.

 

                                 
    Restricted Stock Units Outstanding        
    Number of   Weighted Average
Grant – Date		   Weighted Average
Remaining life		   Aggregate Intrinsic
    Units   Fair Value Price   (years)   Value
                 
Outstanding, January 1, 2025       8,046     $ 15.76       1.58     $ 17,862  
Granted       8,900       4.40       —       19,758  
Exercised       —       —       —       —  
Forfeited/canceled       (914 )     5.42       —       (2,029 )
Outstanding, June 30, 2025       16,032     $ 10.04       1.89     $ 35,591  

 

    Restricted Stock
Units Outstanding		        
    Number of   Weighted Average
Grant – Date		   Weighted Average
Remaining life		   Aggregate Intrinsic
    Units   Fair Value Price   (years)   Value
                 
Outstanding, January 1, 2024       6,725     $ 22.50       2.07     $ 36,651  
Granted       8,730       8.38       —       47,579  
Exercised       —       —       —       —  
Forfeited/canceled       (2,337 )     (16.00 )             (12,737 )
Outstanding, June 30, 2024       13,118     $ 22.50       2.25     $ 71,493  

  

WIZZ BANGER Stock Options

 

On June 12, 2025, the Company’s wholly owned subsidiary, WIZZ BANGER, INC, granted stock options to certain members of its executive team under a newly adopted equity incentive plan. The grant consisted of 2,800,000 options to acquire common shares of the subsidiary at an exercise price of $0.12 per share, which equaled the estimated fair market value of the subsidiary’s common stock on the grant date, as determined by a third-party valuation.

 

The options are subject to 12-month cliff vesting, whereby no portion of the award vests unless the executive remains employed by the subsidiary for the full 12-month period following the grant date. Upon completion of the service period, 100% of the options will vest.

 

No compensation expense has been recognized for the award as of June 30, 2025, consistent with ASC 718, as the vesting condition is based solely on continued service and has not yet been satisfied. The total grant-date fair value of the award was estimated to be approximately $188,761, calculated using the Black-Scholes option pricing model with the following assumptions:

 

· Expected Term: 6 years

 

· Expected Volatility: 55% (based on comparable SaaS companies)

 

· Risk-Free Interest Rate: 4.2%

 

· Dividend Yield: 0%

 

· Fair Value per Option: $0.0674

 

Should the vesting condition be met, the Company will recognize compensation expense on the condensed consolidated statement of operations in the period the service condition is satisfied, or earlier if deemed probable.